Common use of Terms of Security Documents Clause in Contracts

Terms of Security Documents. 4.1 Security shall (to the extent legally possible, subject to the general principles above) be created in favor of the Security Agent, the Trustee and the Holders or the Security Agent on behalf of or as trustee for the Trustee and the Holders (as considered appropriate by counsel to the Security Agent), to secure all of the obligations of the party giving the relevant security as well as all liabilities under the Indenture and the Notes (to the extent permitted by local law). 4.2 The security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, representations shall not be included and undertakings (such as in respect of insurance, maintenance of assets, information or the payment of costs) shall be strictly limited to those necessary for the creation or perfection of the security, will not unreasonably interfere with the normal running of the business and shall not be included to the extent the subject matter thereof is the same as a corresponding undertaking in the Indenture and shall not operate so as to prevent transactions which are otherwise permitted under the Indenture or to require additional consents or authorizations or to impose commercial obligations. 4.3 The following principles will be reflected in the terms of any security taken as part of this transaction: (a) security will not be enforceable in respect of the Notes until an Event of Default has occurred in respect of which the Notes are being accelerated (a “Declared Default”); (b) information, such as lists of assets, will be provided if, in the opinion of counsel to the Security Agent, these are required by local law to be provided to perfect or register the security or to ensure the security can be enforced and, unless in the opinion of counsel to the Security Agent required to be provided by local law more frequently, be provided annually or, following an Event of Default which is continuing, on the Security Agent’s reasonable request; and (c) each of the Trustee, the Security Agent and the Holders should only be able to exercise any power of attorney granted to it under the security documents following a Declared Default.

Terms of Security Documents. 4.1 4.1. Security will be first ranking, to the extent legally possible (and subject to certain liens mandatorily preferred by applicable laws). 4.2. Security shall (to the extent legally possible, subject to the general principles above) be created in favor favour of the Security Agent, the Trustee and the Holders holders of the Notes or the Security Agent on behalf of or as trustee for the Trustee and the Holders holders of the Notes (as considered (it being anticipated that the latter option shall be appropriate by counsel to the Security Agentin most cases), to secure all of the obligations of the party giving the relevant security as well as all liabilities under the Indenture and the Notes (to the extent permitted by local law)) and provided that “parallel debt” provisions may be used where necessary. 4.2 4.3. The security documents should only operate to create security rather than to impose new commercial obligationsobligations other than to the extent required by local law in order to create, enforce or perfect the security interest expressed to be created thereby, or to deal with requirements directly related thereto. Accordingly, subject to customary representations shall not be included and undertakings as to the Pledged Vessels, representations and undertakings (such as in respect of insurance, maintenance of assets, information or the payment of costs) shall be strictly limited to those necessary for the creation or creation, registration and/or perfection of the security, will not unreasonably interfere with the normal running of the business and/or the Pledged Vessels and shall not be included to the extent the subject matter thereof is the same as a corresponding undertaking in the this Indenture and shall not operate so as to prevent transactions which are otherwise permitted under the this Indenture or to require additional consents or authorizations or to impose commercial obligations, in each case other than to the extent required by local law in order to create, enforce or perfect the security interest expressed to be created thereby, or to deal with requirements directly related thereto. 4.3 4.4. Unless otherwise required under applicable law, if a member of the NCL Group grants security over any asset it shall, subject to the terms of the Indenture and the Notes, be free to deal with that asset in the ordinary course of its business until a Declared Default (as defined below) has occurred. 4.5. The following principles will be reflected in the terms of any security taken as part of this transaction: (a) security will not be enforceable in respect of the Notes until an Event of Default has occurred and is continuing in respect of which the Notes or any other series of indebtedness under the applicable Intercreditor Agreement, if any, are being accelerated in compliance with the terms and subject to the conditions of this Indenture or applicable documents with respect to such other series of indebtedness in all respects (a “Declared Default”); (b) information, such as lists of assets, will be provided if, in the opinion of counsel to the Security AgentAgent or the Trustee, these are required by local law to be provided to perfect or register the security or to ensure the security can be enforced and, unless in the opinion of counsel to the Security Agent or the Trustee required to be provided by local law more frequently, be provided annually or, following an Event of Default which is continuing, on the Security Agent’s or the Trustee’s reasonable request; and (c) each of the Trustee, the Security Agent and the Holders holders of the Notes should only be able to exercise any power of attorney granted to it under the security documents following a Declared Default.

Terms of Security Documents. 4.1 3.1 Security shall (to the extent legally possible, subject to the general principles above) be created in favor of the Security Agent, the Trustee and the Holders or the Security Agent on behalf of or as trustee for the Trustee and the Holders (as considered appropriate by counsel to the Security Agent), to secure all of the obligations of the party giving the relevant security as well as all liabilities under the Indenture and the Notes (to the extent permitted by local law). 4.2 3.2 The security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, representations shall not be included and undertakings (such as in respect of insurance, maintenance of assets, information or the payment of costs) shall be strictly limited to those necessary for the creation or perfection of the security, will not unreasonably interfere with the normal running of the business and shall not be included to the extent the subject matter thereof is the same as a corresponding undertaking in the Indenture and shall not operate so as to prevent transactions which are otherwise permitted under the Indenture or to require additional consents or authorizations or to impose commercial obligations. 4.3 3.3 The following principles will be reflected in the terms of any security taken as part of this transaction: (a) security will not be enforceable in respect of the Notes until an Event of Default has occurred in respect of which the Notes are being accelerated (a “Declared Default”); (b) information, such as lists of assets, will be provided if, in the opinion of counsel to the Security Agent, these are required by local law to be provided to perfect or register the security or to ensure the security can be enforced and, unless in the opinion of counsel to the Security Agent required to be provided by local law more frequently, be provided annually or, following an Event of Default which is continuing, on the Security Agent’s reasonable request; and (c) each of the Trustee, the Security Agent and the Holders should only be able to exercise any power of attorney granted to it under the security documents following a Declared Default.

Terms of Security Documents. 4.1 4.1. Security will be first ranking, to the extent legally possible (and subject to certain liens mandatorily preferred by applicable laws). 4.2. Security shall (to the extent legally possible, subject to the general principles above) be created in favor favour of the Security Agent, the Trustee and the Holders holders of the Notes or the Security Agent on behalf of or as trustee for the Trustee and the Holders holders of the Notes (as considered (it being anticipated that the latter option shall be appropriate by counsel to the Security Agentin most cases), to secure all of the obligations of the party giving the relevant security as well as all liabilities under the Indenture and the Notes (to the extent permitted by local law)) and provided that “parallel debt” provisions may be used where necessary. 4.2 4.3. The security documents should only operate to create security rather than to impose new commercial obligationsobligations other than to the extent required by local law in order to create, enforce or perfect the security interest expressed to be created thereby, or to deal with requirements directly related thereto. Accordingly, subject to customary representations shall not be included and undertakings as to the Pledged Vessels, representations and undertakings (such as in respect of insurance, maintenance of assets, information or the payment of costs) shall be strictly limited to those necessary for the creation or creation, registration and/or perfection of the security, will not unreasonably interfere with the normal running of the business and/or the Pledged Vessels and shall not be included to the extent the subject matter thereof is the same as a corresponding undertaking in the this Indenture and shall not operate so as to prevent transactions which are otherwise permitted under the this Indenture or to require additional consents or authorizations or to impose commercial obligations, in each case other than to the extent required by local law in order to create, enforce or perfect the security interest expressed to be created thereby, or to deal with requirements directly related thereto. 4.3 4.4. Unless otherwise required under applicable law, if a member of the NCL Group grants security over any asset it shall, subject to the terms of the Indenture and the Notes, be free to deal with that asset in the ordinary course of its business until a Declared Default (as defined below) has occurred. 4.5. The following principles will be reflected in the terms of any security taken as part of this transaction: (a) security will not be enforceable in respect of the Notes until an Event of Default has occurred and is continuing in respect of which the Notes are being accelerated in compliance with the terms and subject to the conditions of this Indenture in all respects (a “Declared Default”); (b) information, such as lists of assets, will be provided if, in the opinion of counsel to the Security AgentAgent or the Trustee, these are required by local law to be provided to perfect or register the security or to ensure the security can be enforced and, unless in the opinion of counsel to the Security Agent or the Trustee required to be provided by local law more frequently, be provided annually or, following an Event of Default which is continuing, on the Security Agent’s or the Trustee’s reasonable request; and (c) each of the Trustee, the Security Agent and the Holders holders of the Notes should only be able to exercise any power of attorney granted to it under the security documents following a Declared Default.

Terms of Security Documents. 4.1 Security will be first ranking, to the extent possible. 4.2 Security shall (to the extent legally possible, subject to the general principles above) be created in favor of the Security Agent, the Trustee and the Holders or the Security Agent on behalf of or as trustee for the Trustee and the Holders (as considered appropriate by counsel to the Security Agent), to secure all of the obligations of the party giving the relevant security as well as all liabilities under the Indenture and the Notes (to the extent permitted by local law)) and provided that “parallel debt” provisions may be used where necessary. 4.2 4.3 The security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, representations shall not be included and undertakings (such as in respect of insurance, maintenance of assets, information or the payment of costs) shall be strictly limited to those necessary for the creation or and/or perfection of the security, will not unreasonably interfere with the normal running of the business and shall not be included to the extent the subject matter thereof is the same as a corresponding undertaking in the Indenture Agreement and shall not operate so as to prevent transactions which are otherwise permitted under the Indenture Agreement or to require additional consents or authorizations or to impose commercial obligations. 4.3 4.4 If a member of a Group grants security over any asset it shall, subject to the terms of the Indenture and the Notes, be free to deal with that asset in the ordinary course of its business until a Declared Default (as defined below) has occurred. 4.5 The following principles will be reflected in the terms of any security taken as part of this transaction: (a) security will not be enforceable in respect of the Notes until an Event of Default has occurred in respect of which the Notes are being accelerated (a “Declared Default”); (b) information, such as lists of assets, will be provided if, in the opinion of counsel to the Security Agent, these are required by local law to be provided to perfect or register the security or to ensure the security can be enforced and, unless in the opinion of counsel to the Security Agent required to be provided by local law more frequently, be provided annually or, following an Event of Default which is continuing, on the Security Agent’s reasonable request; and (c) each of the Trustee, the Security Agent and the Holders should only be able to exercise any power of attorney granted to it under the security documents documents: (i) following a Declared Default; or (ii) if the relevant chargor has failed to perform an obligation under a security document and such failure has not been remedied within ten (10) Business Days of the Security Agent requiring it to be so remedied.

Terms of Security Documents. 4.1 Security shall (to the extent legally possible, subject to the general principles above) be created in favor of the Security Agent, the Trustee and the Holders or the Security Agent on behalf of or as trustee for the Trustee and the Holders (as considered appropriate by counsel to the Security Agent), to secure all of the obligations of the party giving the relevant security as well as all liabilities under the Indenture and the Notes (to the extent permitted by local law). 4.2 The security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, representations shall not be included and undertakings (such as in respect of insurance, maintenance of assets, information or the payment of costs) shall be strictly limited to those necessary for the creation or perfection of the security, will not unreasonably interfere with the normal running of the business and shall not be included to the extent the subject matter thereof is the same as a corresponding undertaking in the Indenture and shall not operate so as to prevent transactions which are otherwise permitted under the Indenture or to require additional consents or authorizations or to impose commercial obligations.. ​ 4.3 The following principles will be reflected in the terms of any security taken as part of this transaction: (a) security will not be enforceable in respect of the Notes until an Event of Default has occurred in respect of which the Notes are being accelerated (a “Declared Default”); (b) information, such as lists of assets, will be provided if, in the opinion of counsel to the Security Agent, these are required by local law to be provided to perfect or register the security or to ensure the security can be enforced and, unless in the opinion of counsel to the Security Agent required to be provided by local law more frequently, be provided annually or, following an Event of Default which is continuing, on the Security Agent’s reasonable request; and (c) each of the Trustee, the Security Agent and the Holders should only be able to exercise any power of attorney granted to it under the security documents following a Declared Default.

Terms of Security Documents. 4.1 Security shall (to the extent legally possible, subject to the general principles above) be created in favor of the Security Agent, the Trustee and the Holders or the Security Agent on behalf of or as trustee for the Trustee and the Holders (as considered appropriate by counsel to the Security Agent), to secure all of the obligations of the party giving the relevant security as well as all liabilities under the Indenture and the Notes (to the extent permitted by local law). 4.2 The security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, representations shall not be included and undertakings (such as in respect of insurance, maintenance of assets, information or the payment of costs) shall be strictly limited to those necessary for the creation or perfection of the security, will not unreasonably interfere with the normal running of the business and shall not be included to the extent the subject matter thereof is the same as a corresponding undertaking in the Indenture and ​ ​ ​ shall not operate so as to prevent transactions which are otherwise permitted under the Indenture or to require additional consents or authorizations or to impose commercial obligations. 4.3 The following principles will be reflected in the terms of any security taken as part of this transaction: (a) security will not be enforceable in respect of the Notes until an Event of Default has occurred in respect of which the Notes are being accelerated (a “Declared Default”); (b) information, such as lists of assets, will be provided if, in the opinion of counsel to the Security Agent, these are required by local law to be provided to perfect or register the security or to ensure the security can be enforced and, unless in the opinion of counsel to the Security Agent required to be provided by local law more frequently, be provided annually or, following an Event of Default which is continuing, on the Security Agent’s reasonable request; and (c) each of the Trustee, the Security Agent and the Holders should only be able to exercise any power of attorney granted to it under the security documents following a Declared Default.

Terms of Security Documents. 4.1 Security will be first ranking (save as described below, and subject to certain liens mandatorily preferred by applicable laws), to the extent possible (and subject to certain liens mandatorily preferred by applicable laws), in accordance with the First Lien/Second Lien Intercreditor Agreement. It is hereby understood and agreed that, whenever a lien or security interest is referred to herein as being “first-ranking”, in the case of certain liens on assets located in Italy, such liens may be formally of a lower priority than “first-ranking”, as applicable, but made effectively “first-ranking”, as applicable, pursuant to deeds of equalization (atti di parificazione di grado) and/or deeds of subordination (atti di antergazione/postergazione di grado) of previously existing security. 4.2 Security shall (to the extent legally possible, subject to the general principles above) be created in favor favour of the Security Agent, the Trustee and the Holders holders of the Notes or the Security Agent on behalf of or as trustee for the Trustee Trustee, and the Holders holders of the Notes (as considered appropriate by counsel to the Security AgentAgent (it being anticipated that the latter option shall be appropriate in most cases)), to secure all of the obligations of the party giving the relevant security as well as and all other liabilities under the Indenture and the Notes (to the extent permitted by local law)) and provided that “parallel debt” provisions may be used where necessary. 4.2 4.3 The security documents should only operate to create security rather than to impose new commercial obligationsobligations other than to the extent required by local law in order to create, enforce or perfect the security interest expressed to be created thereby, or to deal with requirements directly related thereto. Accordingly, subject to customary representations shall not be included and undertakings as to the Vessels, representations and undertakings (such as in respect of insurance, maintenance of assets, information or the payment of costs) shall be strictly limited to those necessary for the creation or creation, registration and/or perfection of the security, will not unreasonably interfere with the normal running of the business and/or the Vessels and shall not be included to the extent the subject matter thereof is the same as a corresponding undertaking in the Indenture this Agreement and shall not operate so as to prevent transactions which are otherwise permitted under the Indenture Agreement or to require additional consents or authorizations or to impose commercial obligations, in each case other than to the extent required by local law in order to create, enforce or perfect the security interest expressed to be created thereby, or to deal with requirements directly related thereto. 4.3 4.4 Unless otherwise required under applicable law, if a member of a Carnival Group grants security over any asset it shall, subject to the terms of the Indenture and the Notes, be free to deal with that asset in the ordinary course of its business until a Declared Default (as defined below) has occurred. 4.5 The following principles will be reflected in the terms of any security taken as part of this transaction: (a) security will not be enforceable in respect of the Notes until an Event of Default has occurred in respect of which the Notes are or any other series of indebtedness under the Intercreditor Agreements, if any, is being accelerated (a “Declared Default”); (b) information, such as lists of assets, will be provided if, in the opinion of counsel to the Security AgentAgent or the Trustee, these are required by local law to be provided to perfect or register the security or to ensure the security can be enforced and, unless in the opinion of counsel to the Security Agent or the Trustee required to be provided by local law more frequently, be provided annually or, following an Event of Default which is continuing, on the Security Agent’s or the Trustee’s reasonable request; and (c) each of the Trustee, the Security Agent and the Holders holders of the Notes should only be able to exercise any power of attorney granted to it under the security documents following a Declared Default. No security will be given over bank accounts. No security will be given over land, building and improvements or other real estate.

Terms of Security Documents. 4.1 Security will be first ranking (save as described below, and subject to certain liens mandatorily preferred by applicable laws), to the extent possible (and subject to certain liens mandatorily preferred by applicable laws), in accordance with the First Lien/Second Lien Intercreditor Agreement. It is hereby understood and agreed that, whenever a lien or security interest is referred to herein as being “first-ranking”, in the case of certain liens on assets located in Italy, such liens may be formally of a lower priority than “first-ranking”, as applicable, but made effectively “first-ranking”, as applicable, pursuant to deeds of equalization (atti di parificazione di grado) and/or deeds of subordination (atti di antergazione/postergazione di grado) of previously existing security. 4.2 Security shall (to the extent legally possible, subject to the general principles above) be created in favor favour of the Security Agent, the Trustee Administrative Agent, the Lenders and the Holders other Pari Passu Secured Parties (as defined in the Intercreditor Agreement) or the Security Agent on behalf of or as trustee for the Trustee Administrative Agent, the Lenders and the Holders other Pari Passu Secured Parties (as defined in the Intercreditor Agreement) (as considered appropriate by counsel to the Security AgentAgent (it being anticipated that the latter option shall be appropriate in most cases)), to secure all of the obligations of the party giving the relevant security Liens as well as all liabilities under the Indenture this Agreement and the Notes other Pari Passu Documents (to the extent permitted by local law)) and provided that “parallel debt” provisions may be used where necessary. 4.2 4.3 The security documents Security Documents should only operate to create security Liens rather than to impose new commercial obligationsobligations other than to the extent required by local law in order to create, enforce or perfect the Liens expressed to be created thereby, or to deal with requirements directly related thereto. Accordingly, subject to customary representations shall not be included and undertakings as to the Vessels, representations and undertakings (such as in respect of insurance, maintenance of assets, information or the payment of costs) shall be strictly limited to those necessary for the creation or creation, registration and/or perfection of the securityLiens, will not unreasonably interfere with the normal running of the business and/or the Vessels and shall not be included to the extent the subject matter thereof is the same as a corresponding undertaking in the Indenture this Agreement and shall not operate so as to prevent transactions which are otherwise permitted under the Indenture Agreement or to require additional consents or authorizations or to impose commercial obligations, in each case other than to the extent required by local law in order to create, enforce or perfect the Liens expressed to be created thereby, or to deal with requirements directly related thereto. 4.3 4.4 Unless otherwise required under applicable law, if a member of a Carnival Group grants a Lien over any asset it shall, subject to the terms of this Agreement and the other Pari Passu Documents, be free to deal with that asset in the ordinary course of its business until a Declared Default (as defined below) has occurred. 4.5 The following principles will be reflected in the terms of any security Liens taken as part of this transaction: (a) security Liens will not be enforceable in respect of the Notes this Agreement until an Event of Default has occurred in respect of which the Notes are Advances or any other series of indebtedness under the Intercreditor Agreements, if any, is being accelerated (a “Declared Default”); (b) information, such as lists of assets, will be provided if, in the opinion of counsel to the Security Agent or the Administrative Agent, these are required by local law to be provided to perfect or register the security Liens or to ensure the security Liens can be enforced and, unless in the opinion of counsel to the Security Agent or the Administrative Agent required to be provided by local law more frequently, be provided annually or, following an Event of Default which is continuing, on the Security Agent’s or the Administrative Agent’s reasonable request; and (c) each of the TrusteeAdministrative Agent, the Security Agent and the Holders Lenders should only be able to exercise any power of attorney granted to it under the security documents Security Documents following a Declared Default. 5 Bank accounts No Liens will be given over bank accounts. 6 Real estate No Liens will be given over land, building and improvements or other real estate.

Terms of Security Documents. 4.1 4.1. Security will be first ranking, to the extent legally possible (and subject to certain liens mandatorily preferred by applicable laws). 4.2. Security shall (to the extent legally possible, subject to the general principles above) be created in favor favour of the Security Agent, the Trustee and the Holders holders of the Notes or the Security Agent on behalf of or as trustee for the Trustee and the Holders holders of the Notes (as considered (it being anticipated that the latter option shall be appropriate by counsel to the Security Agentin most cases), to secure all of the obligations of the party giving the relevant security as well as all liabilities under the Indenture and the Notes (to the extent permitted by local law)) and provided that “parallel debt” provisions may be used where necessary. 4.2 4.3. The security documents should only operate to create security rather than to impose new commercial obligationsobligations other than to the extent required by local law in order to create, enforce or perfect the security interest expressed to be created thereby, or to deal with requirements directly related thereto. Accordingly, subject to customary representations shall not be included and undertakings as to the Pledged Vessels, customer data or intellectual property, representations and undertakings (such as in respect of insurance, maintenance of assets, information or the payment of costs) shall be strictly limited to those necessary for the creation or creation, registration and/or perfection of the security, will not unreasonably interfere with the normal running of the business and/or the Pledged Vessels and shall not be included to the extent the subject matter thereof is the same as a corresponding undertaking in the this Indenture and shall not operate so as to prevent transactions which are otherwise permitted under the this Indenture or to require additional consents or authorizations or to impose commercial obligations, in each case other than to the extent required by local law in order to create, enforce or perfect the security interest expressed to be created thereby, or to deal with requirements directly related thereto. 4.3 4.4. Unless otherwise required under applicable law, if a member of the NCL Group grants security over any asset it shall, subject to the terms of the Indenture and the Notes, be free to deal with that asset in the ordinary course of its business until a Declared Default (as defined below) has occurred. 4.5. The following principles will be reflected in the terms of any security taken as part of this transaction: (a) security will not be enforceable in respect of the Notes until an Event of Default has occurred and is continuing in respect of which the Notes are being accelerated in compliance with the terms and subject to the conditions of this Indenture in all respects (a “Declared Default”); (b) information, such as lists of assets, will be provided if, in the opinion of counsel to the Security AgentAgent or the Trustee, these are required by local law to be provided to perfect or register the security or to ensure the security can be enforced and, unless in the opinion of counsel to the Security Agent or the Trustee required to be provided by local law more frequently, be provided annually or, following an Event of Default which is continuing, on the Security Agent’s or the Trustee’s reasonable request; and (c) each of the Trustee, the Security Agent and the Holders holders of the Notes should only be able to exercise any power of attorney granted to it under the security documents following a Declared Default.

Terms of Security Documents. 4.1 Security shall (to the extent legally possible, subject to the general principles above) be created in favor of the Security Agent, the Trustee and the Holders or the Security Agent on behalf of or as trustee for the Trustee and the Holders (as considered appropriate by counsel to the Security Agent), to secure all of the obligations of the party giving the relevant security as well as all liabilities under the Indenture and the Notes (to the extent permitted by local law). 4.2 The security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, representations shall not be included and undertakings (such as in respect of insurance, maintenance of assets, information or the payment of costs) shall be strictly limited to those necessary for the creation or perfection of the security, will not unreasonably interfere with the normal running of the business and shall not be included to the extent the subject matter thereof is the same as a corresponding undertaking in the Indenture and shall not operate so as to prevent transactions which are otherwise permitted under the Indenture or to require additional consents or authorizations or to impose commercial obligations. 4.3 The following principles will be reflected in the terms of any security taken as part of this transaction: (a) the security will be first ranking, to the extent possible; (b) security will (to the extent possible under local law) not be enforceable in respect of the Notes until unless an Event of Default (as defined in the First Lien Intercreditor Agreement) has occurred and is continuing; (c) any representations, warranties or undertakings which are required to be included in respect of any Security Document shall reflect (to the extent to which the Notes are being accelerated subject matter of such representation, warranty and undertaking is the same as the corresponding representation, warranty and undertaking in the Credit Agreement, this Indenture or any Additional Agreement (a as defined in the First Lien Intercreditor Agreement and to the extent relevant) (collectively, the “Declared DefaultPrincipal Loan Documents”) the commercial deal set out in the Principal Loan Documents (save to the extent that applicable local counsel agree that it is necessary to include any further provisions (or deviate from those contained in the Principal Loan Documents) in order to protect or preserve the security granted thereunder); (bd) the provisions of each security document will not be unduly burdensome on the relevant Issuer or Guarantor granting such security or interfere unreasonably with the operation of its business and will be limited to those required to create effective security and not impose unreasonable commercial obligations; (e) information, such as lists of assets, will be provided if, in the opinion of counsel if and only to the Security Agent, these are extent (i) required by local law to be provided to create, enforce, perfect or register the security or (ii) necessary or advisable to ensure enforce the security can be enforced andsecurity; provided, unless in the opinion of counsel to the Security Agent required to however, that such information need not be provided by local law an Issuer or Guarantor pursuant to this subclause (ii) more frequently, be provided frequently than annually or, following unless an Event of Default has occurred (or, in the case of third-party trade debtors, unless a Default has occurred which is continuing), and in each case that information can be provided without breaching confidentiality requirements or damaging business relationships; (f) the Collateral Agent and Secured Parties shall be able to exercise a power of attorney only following the occurrence of an Event of Default or if the relevant Issuer or Guarantor granting such security has failed to comply with a further assurance or perfection obligation within 10 Business Days of being notified of that failure; (g) security will, where possible and practical, automatically create security over future assets of the same type as those already secured; (h) notification of receivables security to third-party trade debtors shall not be given unless a Default has occurred and is continuing and for intercompany receivables notification may be given at the time such security is granted to the extent required by local law to perfect such security or if a Default has occurred and is continuing; (i) in respect of the share pledges, until an Event of Default has occurred, the pledgors shall be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not adversely affect the validity or enforceability of the security or cause an Event of Default to occur and the subsidiaries of the pledgors should be permitted to pay dividends upstream on pledged shares to the Security Agent’s reasonable requestextent permitted under the Principal Loan Documents; and (cj) each in respect of the Trusteebank accounts (and cash therein), the Security Collateral Agent agrees with the relevant Issuer or Guarantor that the Collateral Agent shall not give any instructions or withhold any withdrawal rights from such Issuer or Guarantor, unless an Event of Default has occurred and the Holders should only be able is continuing, or, after giving effect to exercise any power of attorney granted to it under the security documents following a Declared Defaultwithdrawal, would occur.

Terms of Security Documents. 4.1 Security will be first ranking (save as described below, and subject to certain liens mandatorily preferred by applicable laws), to the extent possible (and subject to certain liens mandatorily preferred by applicable laws), in accordance with the First Lien/Second Lien Intercreditor Agreement. It is hereby understood and agreed that, whenever a lien or security interest is referred to herein as being “first-ranking”, in the case of certain liens on assets located in Italy, such liens may be formally of a lower priority than “first-ranking”, as applicable, but made effectively “first-ranking”, as applicable, pursuant to deeds of equalization (atti di parificazione di grado) and/or deeds of subordination (atti di antergazione/postergazione di grado) of previously existing security. 4.2 Security shall (to the extent legally possible, subject to the general principles above) be created in favor favour of the Security Agent, the Trustee and the Holders holders of the Notes or the Security Agent on behalf of or as trustee for the Trustee Trustee, and the Holders holders of the Notes (as considered appropriate by counsel to the Security AgentAgent (it being anticipated that the latter option shall be appropriate in most cases)), to secure all of the obligations of the party giving the relevant security as well as and all other liabilities under the Indenture Indenture, the Notes and the Notes Other Pari Passu Documents (to the extent permitted by local law)) and provided that “parallel debt” provisions may be used where necessary. 4.2 4.3 The security documents Security Documents should only operate to create security rather than to impose new commercial obligationsobligations other than to the extent required by local law in order to create, enforce or perfect the security interest expressed to be created thereby, or to deal with requirements directly related thereto. Accordingly, subject to customary representations shall not be included and undertakings as to the Vessels, representations and undertakings (such as in respect of insurance, maintenance of assets, information or the payment of costs) shall be strictly limited to those necessary for the creation or creation, registration and/or perfection of the security, will not unreasonably interfere with the normal running of the business and/or the Vessels and shall not be included to the extent the subject matter thereof is the same as a corresponding undertaking in the Indenture this Agreement and shall not operate so as to prevent transactions which are otherwise permitted under the Indenture Agreement or to require additional consents or authorizations or to impose commercial obligations, in each case other than to the extent required by local law in order to create, enforce or perfect the security interest expressed to be created thereby, or to deal with requirements directly related thereto. 4.3 4.4 Unless otherwise required under applicable law, if a member of a Carnival Group grants security over any asset it shall, subject to the terms of the Indenture, the Notes and the Other Pari Passu Documents, be free to deal with that asset in the ordinary course of its business until a Declared Default (as defined below) has occurred. 4.5 The following principles will be reflected in the terms of any security taken as part of this transaction: (a) security will not be enforceable in respect of the Notes until an Event of Default has occurred in respect of which the Notes are or any other series of indebtedness under the Intercreditor Agreements, if any, is being accelerated (a “Declared Default”); (b) information, such as lists of assets, will be provided if, in the opinion of counsel to the Security AgentAgent or the Trustee, these are required by local law to be provided to perfect or register the security or to ensure the security can be enforced and, unless in the opinion of counsel to the Security Agent or the Trustee required to be provided by local law more frequently, be provided annually or, following an Event of Default which is continuing, on the Security Agent’s or the Trustee’s reasonable request; and (c) each of the Trustee, the Security Agent and the Holders holders of the Notes should only be able to exercise any power of attorney granted to it under the security documents following a Declared Default. No security will be given over bank accounts. No security will be given over land, building and improvements or other real estate.